Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)
13 chapters · 442 sections in this title.
RCW 24.36.010 Short title.
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This chapter may be cited as "The Fish Marketing Act".[ 1959 c 312 s 1.]
RCW 24.36.020 Declaration of purpose.
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The purpose of this chapter is to promote, foster, and encourage the intelligent and orderly marketing of fish and fishery products through cooperation; to eliminate speculation and waste; to make the distribution of fish and fishery products between producer and consumer as dire…
RCW 24.36.030 Definitions.
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As used in this chapter:(1) "Fishery products" includes fish, crustaceans, mollusks, and marine products for human consumption.(2) "Member" includes members of associations without capital stock and holders of common stock in associations organized with shares of stock.(3) "Assoc…
RCW 24.36.040 Associations deemed nonprofit.
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Associations shall be deemed "nonprofit", inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers of fishery products.[ 1959 c 312 s 4.]
RCW 24.36.050 General laws relating to corporations for profit applicable.
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The provisions of Title 23B RCW and all powers and rights thereunder, apply to associations, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter.[ 1991 c 72 s 45; 1959 c 312 s 5.]
RCW 24.36.055 Fees for services by secretary of state.
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See RCW 43.07.120.
RCW 24.36.060 Securities act inapplicable.
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No association is subject in any manner to the terms of chapter 21.20 RCW and all associations may issue their membership certificates or stock or other securities as provided in this division without the necessity of any permit from the director of licenses.[ 1983 c 3 s 27; 1959…
RCW 24.36.070 Associations deemed not a conspiracy, in restraint of trade, etc.—Contracts not illegal.
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An association shall be deemed not to be a conspiracy, nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to lessen competition or to fix prices arbitrarily or to create a combination or pool in violation of any law of the state; and the marketing con…
RCW 24.36.080 Conflicting laws not applicable—Exemptions apply.
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Any provisions of law which are in conflict with this chapter shall not be construed as applying to associations. Any exemptions under any laws applying to fishery products in the possession or under the control of the individual producer shall apply similarly and completely to s…
RCW 24.36.090 Merger, consolidation of associations authorized—Procedure.
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Any two or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be made in the manner prescribed by RCW 23B.07.050 and *chapter 23B.11 RCW for domestic corporations.[ 1991 c 72 s 46; 1983 …
RCW 24.36.100 Stock associations—Statement in articles.
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If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares are to have a par value, the par value of each share, and the aggregate par value of all shares; and if the shares are to be without par value…
RCW 24.36.110 Stock associations—Classified shares—Statement in articles.
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If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of shares of each kind or class and the nature and extent of the preferences, rights, privileges and restrictions granted to or imposed upon the hol…
RCW 24.36.120 Nonstock associations—Statement in articles.
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If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each member are equal or unequal; and if unequal the general rule or rules applicable to all members by which the voting power and th…
RCW 24.36.130 Bylaws of association.
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Each association shall within thirty days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with this chapter. A majority vote of the members or shares of stock issued and outstanding and entitled to vote, or the written assent o…
RCW 24.36.140 Bylaws of association—Transfer of stock, membership certificates limited.
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The bylaws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the products handled by the association.[ 1959 c 312 s 14.]
RCW 24.36.150 Bylaws of association—Quorum, voting, directors, penalties.
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The bylaws may provide:(1) The number of members constituting a quorum.(2) The right of members to vote by proxy or by mail or both, and the conditions, manner, form and effects of such votes; the right of members to cumulate their votes and the prohibition, if desired, of cumula…
RCW 24.36.160 Bylaws of association—Fees, charges, marketing contract, dividends.
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The bylaws may provide:(1) The amount of entrance, organization, and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used.(2) The amount which each member shall be required to pay annually, or from time to time, if …
RCW 24.36.170 Bylaws of association—Membership.
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The bylaws may provide:(1) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock.(2) The method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock.…
RCW 24.36.180 Bylaws of association—Meetings.
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The bylaws may provide for the time, place, and manner of calling and conducting meetings of the association.[ 1959 c 312 s 18.]
RCW 24.36.190 Bylaws of association—Direct election of directors from districts of territory.
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The bylaws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In such case, the bylaws shall specify the number of directors to be elected by each district, the manner…
RCW 24.36.200 Bylaws of association—Election of directors by representatives or advisers from districts of territory.
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The bylaws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by representatives or advisers, who themselves have been elected by the members from the several territorial districts. In such …
RCW 24.36.210 Bylaws of association—Primary elections to nominate directors.
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The bylaws may provide that primary elections shall be held to nominate directors. Where the bylaws provide that the territory in which the association has members shall be divided into districts, the bylaws may also provide that the results of the primary elections in the variou…
RCW 24.36.220 Bylaws of association—Nomination of directors by public officials or other directors—Limitation.
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The bylaws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by the members. Such directors shall represent primarily the interest of the general public in such associations. The directors so nominated …
RCW 24.36.230 Bylaws of association—Terms of directors—Staggering.
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The bylaws may provide that directors shall be elected for terms of from one to five years: PROVIDED, That at each annual election the same fraction of the total number of directors shall be elected as one year bears to the number of years of the term of office.[ 1959 c 312 s 23.…
RCW 24.36.240 Bylaws of association—Executive committee.
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The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.[ 1959 c 312 s 24.]
RCW 24.36.250 Qualifications of members, stockholders.
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(1) Under the terms and conditions prescribed in the bylaws, an association may admit as members, or issue common stock to, only such persons as are engaged in the production of fishery products to be handled by or through the association, including the lessees and tenants of boa…
RCW 24.36.260 Certificate of membership in nonstock associations.
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When a member of an association established without shares of stock has paid his or her membership fee in full, he or she shall receive a certificate of membership.[ 2011 c 336 s 678; 1959 c 312 s 26.]
RCW 24.36.270 Liability of member for association's debts.
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No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or his or her subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof.[ 2011 c 336 s 679…
RCW 24.36.280 Place of membership meetings.
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Meetings of members shall be held at the place as provided in the bylaws; and if no provision is made, in the city where the principal place of business is located at a place designated by the board of directors.[ 1959 c 312 s 28.]
RCW 24.36.290 Appraisal of expelled member's property—Payment.
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In case of the expulsion of a member, and where the bylaws do not provide any procedure or penalty, the board of directors shall equitably and conclusively appraise his or her property interest in the association and shall fix the amount thereof in money, which shall be paid to h…
RCW 24.36.300 Powers of association—General scope of activities.
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An association may:Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any fishery products produced or delivered to it by its members; or the …
RCW 24.36.310 Powers of association—Incurring indebtedness—Advances to members.
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An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.[ 1959 c 312 s 31.]
RCW 24.36.320 Association as agent for member.
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An association may act as the agent or representative of any member or members in any of the two next preceding sections.[ 1959 c 312 s 32.]
RCW 24.36.330 Reserves—Investments.
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An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the bylaws.[ 1959 c 312 s 33.]
RCW 24.36.340 Powers relating to capital stock or bonds of other corporations or associations.
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An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any corporation or assoc…
RCW 24.36.350 Powers relating to real or personal property.
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An association may buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or incidental thereto.[ 1959 c 312 s 35.]
RCW 24.36.360 Levy of assessments.
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An association may levy assessments in the manner and in the amount provided in its bylaws.[ 1959 c 312 s 36.]
RCW 24.36.370 General powers, rights, privileges of association.
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An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects enumerated in this chapter; or conducive to or expedient for the interest or benefit of the association; …
RCW 24.36.380 Use of association's facilities—Disposition of proceeds.
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An association may use or employ any of its facilities for any purpose: PROVIDED, That the proceeds arising from such use and employment go to reduce the cost of operation for its members; but the fishery products of nonmembers shall not be dealt in to an amount greater in value …
RCW 24.36.390 Power of association to form, control, own stock in or be member of another corporation or association—Warehouse receipts.
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An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utiliz…
RCW 24.36.400 Contracts and agreements with other corporations or associations—Joint operations.
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Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other cooperative or other corporation, associat…
RCW 24.36.410 Marketing contracts with members.
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An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over fifteen years, all or any specified part of their fishery products or specified commodities exclusively to or through the association or any fa…
RCW 24.36.420 When title passes on sale by member to association.
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If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any other time expressly and definitely specified in the contract.[ 19…
RCW 24.36.430 Association may sell products without taking title—Powers and duties.
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The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, inclu…
RCW 24.36.440 Liability of member for breach of marketing contract.
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The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him or her of any provision of the marketing contract regarding the sale or delivery or withholding of fishery products; and may further provide tha…
RCW 24.36.450 Injunctions, specific performance if breach or threatened breach by member.
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In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an action…
RCW 24.36.460 Presumption that landlord or lessor can control delivery—Remedies for nondelivery or breach.
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In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or lessor is able to control the delivery of fishery products produced by his or her equipment by tenants, or others, whose tenancy or possession or work on such equipment or the terms…
RCW 24.36.470 Enforcement by association to secure delivery by member.
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A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member, may be specifically enforced by the association to secure the delivery to it of such fishery products, any provisions of law to th…